SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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POST-EFFECTIVE AMENDMENT NO. 2
ON
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
QUADRAMED CORPORATION
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(Exact Name of Registrant as Specified in Its Charter)
DELAWARE
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(State or Other Jurisdiction of Incorporation or Organization)
68-0316252
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(I.R.S. Employer Identification No.)
22 PELICAN WAY, SAN RAFAEL, CALIFORNIA 94901
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(Address of Principal Executive Offices) (Zip Code)
QUADRAMED CORPORATION 1996 STOCK INCENTIVE PLAN
CABOT MARSH CORPORATION 1997 INCENTIVE STOCK OPTION PLAN
PYRAMID HEALTH GROUP, INC. 1997 EMPLOYEE AND CONSULTANT STOCK OPTION PLAN
PYRAMID HEALTH SOLUTIONS, INC. 1996 EMPLOYEE AND CONSULTANT STOCK OPTION PLAN
HOSPITAL CORRESPONDENCE CORPORATION 1995 STOCK OPTION PLAN
AND 1996 EMPLOYEE AND CONSULTANT STOCK OPTION PLAN
CODEMASTER CORPORATION 1998 EXECUTIVE STOCK OPTION PLAN
IMN LLC 1995 CLASS C UNIT OPTION PLAN
THE COMPUCARE COMPANY 1997 STOCK COMPENSATION PLAN
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(Full Title of the Plan)
MICHAEL H. LANZA
EXECUTIVE VICE PRESIDENT AND CORPORATE SECRETARY
QUADRAMED CORPORATION
22 PELICAN WAY
SAN RAFAEL, CALIFORNIA 94901
(415) 482-2100
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Name, Address and Telephone Number, Including Area Code, of Agent For Service
COPY TO:
PAUL T. SCHNELL
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
FOUR TIMES SQUARE
NEW YORK, NEW YORK 10036-6522
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This post-effective amendment no. 2 covers the 370,357 shares of
common stock, par value $0.01 per share (the "Common Stock"), of QuadraMed
Corporation (the "Company") originally registered on the Company's
Registration Statement on Form S-8 (File No. 333-75945) filed on April 9,
1999, as amended by Post-Effective Amendment No. 1 filed on April 14, 1999.
The registration fees in respect of the securities registered hereby were paid
at the time of the original filing of the Registration Statement.
EXPLANATORY NOTE
This post-effective amendment no. 2 relates to the previously
registered 370,357 shares of Common Stock that were issuable upon the exercise
of awards to be granted under various employee benefit plans of entities
acquired by the Company. These plans subsequently were rolled into the
QuadraMed Corporation 1996 Stock Incentive Plan (the "1996 Plan") and,
accordingly, the 370,357 shares of Common Stock are now issuable upon exercise
of awards available to be granted under the 1996 Plan. The document(s)
containing the information specified in Part I of Form S-8 have been or will
be sent or given to employees as specified by Rule 428(b)(1) under the
Securities Act of 1933, as amended.
PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The Company hereby incorporates by reference into this Registration
Statement the following documents previously filed with the Securities and
Exchange Commission (the "SEC"):
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 2001 filed with the SEC on March 29, 2002;
(b) The Company's Current Report on Form 8-K filed with the SEC on April
5, 2002; and
(c) The description of the terms, rights and provisions applicable to the
Common Stock contained in the Company's Registration Statement No.
000-21031 on Form 8-A filed with the SEC on July 17, 1996 pursuant to
Section 12 of the Securities Exchange Act of 1934, as amended (the
"Exchange Act").
In addition, all documents subsequently filed by the Company pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the
filing of a post-effective amendment which indicates that all securities
offered hereby have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference into this
Registration Statement and to be a part hereof from the date of filing of such
documents. Any statement contained herein or in a document incorporated or
deemed to be incorporated by reference herein will be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in any other subsequently filed document that is
or is deemed to be incorporated by reference herein modifies or supersedes
such previous statement. Any such statement so modified or superseded will not
be deemed to constitute a part of this Registration Statement, except as so
modified or superseded.
Item 4. Description of Securities
Not Applicable.
Item 5. Interests of Named Experts and Counsel
Not Applicable.
Item 6. Indemnification of Directors and Officers
Section 102 of the Delaware General Corporation Law ("DGCL") as
amended allows a corporation to eliminate the personal liability of directors
of a corporation to the corporation or its stockholders for monetary damages
for breach of fiduciary duty as a director, except where the director breached
his duty of loyalty, failed to act in good faith, engaged in intentional
misconduct or knowingly violated a law, authorized the payment of a dividend
or approved a stock repurchase in violation of Delaware corporate law or
obtained an improper personal benefit.
Section 145 of the DGCL provides, among other things, that a
corporation may indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action, suit or
proceeding (other than an action by or in the right of the registrant) by
reason of the fact that the person is or was a director, officer, agent or
employee of the registrant or is or was serving at the corporation's request
as a director, officer, agent, or employee of another corporation,
partnership, joint venture, trust or other enterprise against expenses,
including attorneys' fees, judgment, fines and amounts paid in settlement
actually and reasonably incurred by the person in connection with such action,
suit or proceeding. The power to indemnify applies if such person acted in
good faith and in a manner he reasonably believed to be in the best interest,
or not opposed to the best interest, of the corporation, and with respect to
any criminal action or proceeding had no reasonable cause to believe his
conduct was unlawful. The power to indemnify applies to an action brought by
or in the right of the corporation as well, but only to the extent of defense
expenses (including attorneys' fees but excluding amounts paid in settlement)
actually and reasonably incurred in connection with the defense or settlement
of such action, but not to any claim, issue or matter as to which such person
shall have been adjudged to be liable to the registrant, unless and only to
the extent that the Court of Chancery or the court in which such action was
brought determines that such person is fairly and reasonably entitled to
indemnity in view of all the circumstances of the case.
Section 174 of the DGCL provides, among other things, that a director
who willfully or negligently approves of an unlawful payment of dividends or
an unlawful stock purchase or redemption may be held liable for such action. A
director who was either absent when the unlawful actions were approved or
dissented at the time may avoid liability by causing his or her dissent to
such actions to be entered in the books containing the minutes of the meetings
of the board of directors at the time such action occurred or immediately
after such absent director receives notice of the unlawful acts.
The Company's Amended and Restated Bylaws provide that the Company
shall indemnify its directors and executive officers to the fullest extent
permitted by Section 145 of the DGCL. The Company's Amended and Restated
Bylaws further provide that such indemnification applies to such persons who
are determined by the Company or otherwise to be or to have been "fiduciaries"
of any employee benefit plan of the Company, including, without limitation,
any plan of the Company governed by the Act of Congress entitled Employee
Retirement Income Security Act of 1974, as amended from time to time.
The Company's Third Amended and Restated Certificate of Incorporation
limits the liability of the members of the board of directors to the Company
or its stockholders for monetary damages for breach of fiduciary duty as a
director, except for liability (1) for any breach of the director's duty of
loyalty to the Company or its stockholders, (2) for acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of
law, (3) under Section 174 of the DGCL or (4) for any transaction from which
the director derived any improper personal benefit. If the DGCL is amended to
authorize, with the approval of a corporation's stockholders, further
reductions in the liability of a corporation's directors for breach of
fiduciary duty, then a director of the Company shall not be liable for any
such breach to the fullest extent permitted by the DGCL as so amended.
The indemnification provisions contained in the Company's Third
Amended and Restated Certificate of Incorporation and its Amended and Restated
Bylaws are not exclusive of any other rights to which a person may be entitled
by law, agreement, vote of stockholders or disinterested directors or
otherwise. In addition, the Company maintains insurance on behalf of its
directors and executive officers insuring them against any liability asserted
against them in their capacities as directors or officers or arising out of
such status.
It is the opinion of the SEC that indemnification of directors and
officers for liabilities arising under the Securities Act is against public
policy and is unenforceable pursuant to Section 14 of the Securities Act.
The Company has entered into separate indemnification agreements with
each of its directors and executive officers whereby the Company has agreed,
among other things, to indemnify them against certain liabilities that may
arise by reason of their status or service as directors or executive officers
and to advance their expenses incurred as a result of any proceeding against
them as to which they could be indemnified.
Item 7. Exemption from Registration Claimed
Not Applicable
Item 8. Exhibits
Exhibit Description
Number
4.1 Subordinated Indenture, dated as of May 1, 1998 between QuadraMed and
The Bank of New York (incorporated herein by reference to Exhibit 4.6
of the Registrant's Registration Statement on Form S-3, filed June 2,
1998, Registration No. 333-55775).
4.2 Form of Global Debenture for 5.25% Convertible Subordinated Debenture
Due May 1, 2005 (incorporated herein by reference to Exhibit 4.9 of
the Registrant's Registration Statement on Form S-3, filed June 2,
1998, Registration No. 333- 55775).
4.3 Form of Certificated Debenture for 5.25% Convertible Subordinated
Debenture Due May 1, 2005 (incorporated by reference to Exhibit 4.10
of the Registrant's Registration Statement on Form S-3, filed June 2,
1998, Registration No. 333-55775).
5.1* Opinion of Counsel.
23.1* Consent of Pisenti & Brinker LLP, Independent Public Accountants.
23.2* Consent of Counsel (included in Exhibit 5.1).
24* Power of Attorney (included on the signature page of this
Registration Statement).
*Filed herewith.
Item 9. Undertakings
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration
statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the
registration statement (or the most recent
post-effective amendment thereof) which,
individually or in the aggregate, represent a
fundamental change in the information set forth in
the registration statement. Notwithstanding the
foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of
securities offered would not exceed that which was
registered) and any deviation from the low or high
end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price
represent no more than 20 percent change in the
maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the
effective registration statement.
(iii) To include any material information with respect to
the plan of distribution not previously disclosed
in the registration statement or any material
change to such information in the registration
statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the registration
statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which
remain unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each
filing of the registrant's annual report pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934 (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in the
opinion of the SEC such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than
the payment by the registrant of expenses incurred or paid by a
director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the
securities being registered, the registrant will, unless in the
opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication
of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8, and has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of San Rafael, State of
California on this 2nd day of May, 2002.
QUADRAMED CORPORATION
By: /s/ Lawrence P. English
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Lawrence P. English
Chairman of the Board,
and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS:
That the undersigned officers and directors of QuadraMed Corporation,
a Delaware corporation, do hereby constitute and appoint Lawrence P. English,
Mark N. Thomas and Michael H. Lanza, and each one of them, the true and lawful
attorneys-in-fact and agents, each with full power and authority to do any and
all acts and things and to execute any and all instruments which said
attorneys and agents, and any one of them, determine may be necessary or
advisable or required to enable said corporation to comply with the Securities
Act of 1933, as amended, and any rules or regulations or requirements of the
Securities and Exchange Commission in connection with this Registration
Statement. Without limiting the generality of the foregoing power and
authority, the powers granted include the power and authority to sign the
names of the undersigned officers and directors in the capacities indicated
below to this Registration Statement, to any and all amendments, both
pre-effective and post-effective, and supplements to this Registration
Statement, and to any and all instruments or documents filed as part of or in
conjunction with this Registration Statement or amendments or supplements
thereof, and to file the same with all exhibits thereto, with the Securities
and Exchange Commission, and each of the undersigned hereby ratifies and
confirms all that said attorneys and agents, or any one of them, shall do or
cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.
Signature Title Date
/s/ Lawrence P. English Chairman of the Board and Chief Executive May 2, 2002
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Lawrence P. English Officer (Principal Executive Officer)
/s/ Mark N. Thomas Chief Financial Officer (Principal Financial May 2, 2002
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Mark N. Thomas and Accounting Officer)
/s/ Joseph L. Feshbach Director May 2, 2002
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Joseph L. Feshbach
/s/ Albert L. Greene Director May 2, 2002
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Albert L. Greene
/s/ F. Scott Gross Director May 2, 2002
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F. Scott Gross
/s/ Michael J. King Director May 2, 2002
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Michael J. King
/s/ E.A. Roskovensky Director May 2, 2002
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E.A. Roskovensky
/s/ Cornelius T. Ryan Director May 2, 2002
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Cornelius T. Ryan
INDEX TO EXHIBITS
Exhibit Description
Number
4.1 Subordinated Indenture, dated as of May 1, 1998 between QuadraMed and
The Bank of New York (incorporated herein by reference to Exhibit 4.6
of the Registrant's Registration Statement on Form S-3, filed June 2,
1998, Registration No. 333-55775).
4.2 Form of Global Debenture for 5.25% Convertible Subordinated Debenture
Due May 1, 2005 (incorporated herein by reference to Exhibit 4.9 of
the Registrant's Registration Statement on Form S-3, filed June 2,
1998, Registration No. 333- 55775).
4.3 Form of Certificated Debenture for 5.25% Convertible Subordinated
Debenture Due May 1, 2005 (incorporated by reference to Exhibit 4.10
of the Registrant's Registration Statement on Form S-3, filed June 2,
1998, Registration No. 333-55775).
5.1* Opinion of Counsel.
23.1* Consent of Pisenti & Brinker LLP, Independent Public Accountants.
23.2* Consent of Counsel (included in Exhibit 5.1).
24* Power of Attorney (included on the signature page of this
Registration Statement).
*Filed herewith.
Exhibit 5.1
May 2, 2002
QuadraMed Corporation
22 Pelican Way
San Rafael, California 94901
Re: Post-Effective Amendment No. 2 on Form S-8 of QuadraMed Corporation
Ladies and Gentlemen:
I am Executive Vice President and Corporate Secretary of QuadraMed
Corporation, a Delaware corporation (the "Company"), and have acted as counsel
to the Company in connection with the proposed issuance by the Company of up
to 370,357 shares (the "Shares") of its common stock, par value $.01 per share
(the "Common Stock"), pursuant to the QuadraMed Corporation 1996 Stock
Incentive Plan (the "Plan").
This opinion is delivered in accordance with the requirements of Item
601(b)(5) of Regulation S-K under the Securities Act of 1933, as amended (the
"Securities Act").
In connection with this opinion, I have examined and am familiar with
originals or copies, certified or otherwise identified to my satisfaction, of
(i) the Company's Post-Effective Amendment No. 2 on Form S-8 relating to the
Shares, to be filed with the Securities and Exchange Commission (the
"Commission") under the Securities Act on May 2, 2002 (together with all
exhibits thereto the "Amendment No. 2"), (ii) the Third Amended and Restated
Certificate of Incorporation of the Company, as currently in effect, (iii) the
Amended and Restated By-laws of the Company, as currently in effect, (iv) a
specimen certificate representing the Common Stock, (v) the Plan, (vi) the
standard form of option agreement entered into between the Company and the
employees, directors and officers receiving options under the Plan and (vii)
certain resolutions of the Board of Directors of the Company relating to the
Plan. I have also examined originals or copies, certified or otherwise
identified to my satisfaction, of such records of the Company and such
agreements, certificates of officers or other representatives of the Company
and others, and such other documents, certificates and records as I have
deemed necessary or appropriate as a basis for the opinions set forth herein.
In my examination, I have assumed the legal capacity of all natural
persons, the genuineness of all signatures, the authenticity of all documents
submitted to me as originals, the conformity to original documents of all
documents submitted to me as certified, conformed or photostatic copies and
the authenticity of the originals of such latter documents. In making my
examination of documents executed or to be executed by parties other than the
Company, I have assumed that each of such documents constitutes the valid and
binding obligation of each party to such documents (other than the Company)
enforceable against each such other party in accordance with its terms. As to
any facts material to the opinions expressed herein that I have not
independently established or verified, I have relied upon oral or written
statements and representations of officers and other representatives of the
Company and others. I have further assumed that each option or award agreement
setting forth the terms of each grant of options or award under the Plan is
consistent with the Plan and has been or will be duly authorized and validly
executed and delivered by the parties thereto, and that the consideration
received by the Company for the Shares delivered pursuant to the Plan will be
in an amount at least equal to the par value of such applicable Shares. I have
also assumed that, upon issuance, the stock certificates representing the
Shares will be manually signed by an authorized officer of the transfer agent
and registrar for the Common Stock and registered by such transfer agent and
registrar and will conform to the specimen thereof examined by me.
I am admitted to the Bar of the State of Connecticut and express no
opinion as to any laws other than the General Corporation Law of the State of
Delaware.
Based upon and subject to the foregoing, I am of the opinion that the
Shares issuable under the Plan have been duly authorized for issuance by the
Company and, when issued and paid for in accordance with the terms and
conditions of the Plan, the Shares will be validly issued, fully paid and
nonassessable.
I hereby consent to the filing of this opinion with the Commission as
Exhibit 5.1 to the Post-Effective Amendment No. 2. In giving such consent, I
do not thereby admit that I am included in the category of persons whose
consent is required under Section 7 of the Securities Act or the rules and
regulations of the Commission promulgated thereunder.
Very truly yours,
/s/ Michael H. Lanza
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MICHAEL H. LANZA
Exhibit 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this Post-Effective Amendment No. 2 on Form S-8
of our report dated March 11, 2002 included in QuadraMed Corporation's Form
10-K for the year ended December 31, 2001.
/s/ Pisenti & Brinker LLP
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PISENTI & BRINKER LLP
Petaluma, California
April 30, 2002